Global Development Resources, Inc.
TSX VENTURE : GDV.U

April 23, 2008 09:30 ET

Global Development Resources, Inc. Receives a New Offer to Purchase Subsidiary

TORONTO, ONTARIO--(Marketwire - April 23, 2008) - Global Development Resources, Inc. (TSX VENTURE:GDV.U) ("GDR") announces that it has received a new offer (the "New Offer") from GDR NC LLC, a North Carolina Limited Liability Company (the "Purchaser"), to purchase from GDR all of the outstanding shares of Global Development Resources, Inc. (USA) ("GDR USA") and all loan amounts owing by GDR USA to GDR for total proceeds of US$9.4 million. GDR USA, GDR's wholly-owned subsidiary, holds substantially all of the assets of GDR and is currently indebted to GDR in the principal amount of US$8.9 million. GDR's CEO, Kent Smith, is also the managing partner of the Purchaser and, consequently, the transaction contemplated by the New Offer constitutes a related party transaction.

In November, 2007, the Purchaser made a previous offer to purchase the assets of GDR USA for US$10.97 million. The Purchaser did not proceed with the November offer due to the market conditions within the U.S. real estate sector.

The consideration payable by the Purchaser to GDR pursuant to the New Offer will be comprised of 25,000,000 common shares of GDR tendered back to GDR by the Purchaser and, in addition, US$200,000 cash and an 18-month promissory note in the amount of US$1,666,235 secured by the assets in GDR USA. Upon completion of the transaction contemplated by the New Offer, GDR's outstanding share capital will be reduced to 6,220,782 common shares and GDR's sole assets will be cash and the promissory note payable by the Purchaser.

The proposed transaction is a related party transaction under applicable securities laws. The Board of Directors of GDR has appointed two of its directors, Hubert Marleau and Alec Regis, to an independent committee to consider the New Offer, obtain a valuation of GDR USA from an independent valuator, and make a recommendation to the Board of Directors and shareholders.

No agreement has been entered into in respect of the New Offer at this time. Completion of the Offer remains subject to a number of conditions, including, amongst other things, the completion and signing of a formal share purchase agreement, completion of an independent valuation of GDR USA, approval of the New Offer by the disinterested shareholders of GDR and regulatory approval. An annual and special meeting of the shareholders of GDR has been set for June 24, 2008 to seek approval for the New Offer.

CERTAIN STATEMENTS CONTAINED IN THIS PRESS RELEASE INCLUDING WORDS SUCH AS "LOOKS FORWARD", "ANTICIPATE", "COULD", "SHOULD", "EXPECT", BELIEVE", "WILL" AND SIMILAR EXPRESSIONS AND STATEMENTS RELATING TO MATTERS THAT ARE NOT HISTORICAL FACTS ARE FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Global Development Resources, Inc.
    Mr. Chris Carmichael
    CFO
    (416) 488-7760